-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NWJudZ2lLJmE4r56i3niYpDKbLmaV9teE1fXgRythY9SZwq3l/WZgJQZFTQM4QUh ujeg8PAyPl0MGyiPXQSaEA== 0000932384-98-000225.txt : 19981008 0000932384-98-000225.hdr.sgml : 19981008 ACCESSION NUMBER: 0000932384-98-000225 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981007 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CORGENIX MEDICAL CORP/CO CENTRAL INDEX KEY: 0001063665 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 931223466 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-54667 FILM NUMBER: 98721994 BUSINESS ADDRESS: STREET 1: 12061 TEJON STREET STREET 2: 303-751-4831 CITY: WESTMINSTER STATE: CO ZIP: 80234 BUSINESS PHONE: 3034574345 MAIL ADDRESS: STREET 1: 120621 TEJON ST CITY: WESTMINSTER STATE: CO ZIP: 80234 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LOPEZ LUIS R DR CENTRAL INDEX KEY: 0001069728 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 12081 TEJON STREET CITY: WESTMINSTER STATE: CO ZIP: 80234 BUSINESS PHONE: 3034574345 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 CORGENIX MEDICAL CORPORATION (Name of Issuer) ------------------------------------ Common Stock, $0.001 par value per share (Title of Class of Securities) ------------------------------------ 218724102 (CUSIP Number) ------------------------------------ With copies to: Dr. Luis R. Lopez Sara A. Moon, Esq. 12061 Tejon Street Davis, Graham & Stubbs LLP Westminster, Colorado 80234 4410 Arapahoe Avenue, Suite 200 (303) 457-4345 Boulder Colorado 80303 (303) 544-5900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) ------------------------------------ August 28, 1998 (Date of Event which Requires Filing of this Statement) ------------------------------------ If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 6 pages CUSIP No. 218724102 SCHEDULE 13D Page 2 of 6 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dr. Luis R. Lopez 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 1,460,310 OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 1,307,310 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,460,310 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 11.99%, based upon 12,180,259 shares of Common Stock outstanding as of the date hereof. 14 TYPE OF REPORTING PERSON* IN Corgenix Medical Corporation Page 3 of 6 Pages SCHEDULE 13D October 7, 1998 ITEM 1. SECURITY AND ISSUER. The equity securities to which this statement on Schedule 13D relates is the common stock, par value $.001 per share ("Common Stock"), of Corgenix Medical Corporation, a Nevada corporation (the "Company"). The principal executive offices of the Company are located at 12061 Tejon Street, Westminster, Colorado 80234. ITEM 2. IDENTITY AND BACKGROUND. (a) Dr. Luis R. Lopez (b) 12061 Tejon Street Westminster, Colorado 80234 (c) Employment: Chief Executive Officer, Corgenix Medical Corporation (d) - (e) During the last five years, Dr. Lopez has neither been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which, as a result of such proceeding, rendered him subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. (f) United States ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Of the 1,460,310 shares of Common Stock beneficially owned by Dr. Lopez, 1,307,310 were acquired by Dr. Lopez on May 22, 1998 pursuant to an Agreement and Plan of Merger (the "Merger Agreement") dated as of May 12, 1998, by an among Gray Wolf Technologies, Inc., Gray Wolf Acquisition Corp. and REAADS Medical Products, Inc. ("REAADS"). Dr. Lopez acquired such shares in exchange for his ownership interest in REAADS. The remaining 153,000 shares of Common Stock beneficially owned by Dr. Lopez are held by Transition Partners Limited; Dr. Lopez has the power to vote such shares, but disclaims beneficial ownership of such shares. Corgenix Medical Corporation Page 3 of 6 Pages SCHEDULE 13D October 7, 1998 ITEM 4. PURPOSE OF TRANSACTION. Dr. Lopez acquired 1,307,310 shares of the Common Stock beneficially owned by him in connection with the Merger Agreement. Dr. Lopez also acquired voting control of the remaining 153,000 shares of Common Stock held by Transition Partners Limited in connection with the transactions contemplated by the Merger Agreement. Except as described below, Dr. Lopez has no plans or proposals that would result in any of the events or outcomes listed in (a) through (j) of this Item 4. (a) In connection with the consummation of the transactions contemplated by the Merger Agreement, Dr. Lopez has the right to receive up to an additional 854,451 shares of Common Stock (the "Contingent Shares"). The Contingent Shares are issuable to Dr. Lopez and other former holders of REAADS common stock upon the occurrence (or non-occurrence) of certain events, as described below. The Contingent Shares are issuable from time to time on each of the following events: (i) the conversion of one or more shares of the Company's authorized but unissued Series A 5% Convertible Preferred Stock (the "Series A Preferred Stock") to Common Stock or the exercise of one or more common stock purchase warrants issued in connection with the Series A Preferred Stock ("Preferred Warrants") (the foregoing being referred to as a "Preferred Issue Event"), in which case the maximum number of Contingent Shares issuable to Dr. Lopez is 427,225 shares, (ii) November 23, 1998, if as of such date the Company has sold less than $1,000,000 of Series A Preferred Stock (the "November 23, 1998 Issue Event"), in which case the maximum number of Contingent Shares issuable to Dr. Lopez is 854,451 shares less (a) the number of shares of Common Stock issuable upon conversion of all then outstanding Series A Preferred Stock and exercise of all Preferred Warrants and less (b) four times the dollar amount of Series A Preferred Stock sold by the Company as of such date. The Contingent Shares are issuable to the former shareholders of REAADS without payment of additional consideration. The former shareholders of REAADS may not assign, sell, transfer, pledge or otherwise hypothecate or encumber their right to receive Contingent Shares; they may, however, transfer their right to receive Contingent Shares by will, gift and laws of descent and intestacy. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Dr. Lopez beneficially owns an aggregate of 1,460,310 shares of Common Stock, representing approximately 11.99%, of the issued and outstanding Common Stock. Such shares include 153,000 shares held by Transition Partners Limited, as to which Dr. Lopez has the power to vote. Corgenix Medical Corporation Page 4 of 6 Pages SCHEDULE 13D October 7, 1998 (b) Of the 1,460,310 shares of Common Stock beneficially owned, Dr. Lopez has sole voting and dispositive power over 1,307,320 shares and has sole voting power and no dispositive power over an additional 153,000 shares held by Transition Partners Limited, a consultant to the Company. (c) None (d) Transition Partners Limited has the right to receive dividends and the proceeds from the sale of 153,000 shares of Common Stock beneficially owned by Dr. Lopez. (e) Not Applicable ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Pursuant to a Voting Proxy dated May 28, 1998, Dr. Lopez has the right to vote all shares of Common Stock held by Transition Partners Limited, whether acquired pursuant to the Merger Agreement or acquired by Transition Partners thereafter. Such Voting Proxy is irrevocable and is in effect until May 21, 2000 or until neither Transition Partners nor its affiliates hold any shares of Common Stock. In connection with the Merger Agreement, Dr. Lopez agreed not to transfer the 1,307,310 shares of Common Stock held by him until May 22, 1999. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A -- Agreement and Plan of Merger dated as of May 12, 1998 by and among Gray Wolf Technologies, Inc., Gray Wolf Acquisition Corp, and REAADS Medical Products, Inc. (filed as Exhibit 2.1 to the Company's Registration Statement on Form 10-SB filed with the Securities and Exchange Commission on June 29, 1998 and incorporated by reference thereto) Exhibit B -- First Amendment to Agreement and Plan of Merger dated as of May 22, 1998 by and among Gray Wolf Technologies, Inc., Gray Wolf Acquisition Corp, and REAADS Medical Products, Inc. (filed as Exhibit 2.2 to the Company's Registration Statement on Form 10-SB filed with the Securities and Exchange Commission on June 29, 1998 and incorporated by reference thereto) Exhibit C -- Third Amendment to Agreement and Plan of Merger dated as of June 17, 1998 by and among Gray Wolf Technologies, Inc., Gray Wolf Acquisition Corp, and REAADS Medical Products, Inc. (filed as Exhibit 2.3 to the Company's Registration Statement on Form 10-SB filed with the Securities Corgenix Medical Corporation Page 5 of 6 Pages SCHEDULE 13D October 7, 1998 and Exchange Commission on June 29, 1998 and incorporated by reference thereto) Exhibit D -- Voting Proxy dated May 29, 1998 executed by Transition Partners Limited in favor of Luis R. Lopez SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 6, 1998 /S/ LUIS R. LOPEZ ----------------------------------- Luis R. Lopez EX-99 2 EXHIBIT 99 - VOTING PROXY VOTING PROXY Transition Partners, Limited ("TPL") hereby appoints Luis R. Lopez as its true and lawful attorney to act in its name, place, and stead in respect of (a) all of the undersigned's shares of the Common Stock of Reaads Medical Products, Inc., a Delaware corporation ("Reaads"), (b) all of the shares of the Common Stock of Gray Wolf Technologies, Inc., a Nevada corporation ("Gray Wolf"), which TPL will receive in exchange for its shares of Reaads as a result of a merger between Reaads and Gray Wolf Acquisition Corp., and (c) all shares of Reaads, Gray Wolf, or any resulting corporation (collectively, hereafter the "Corporation") that TPL may hereafter acquire (i) in connection with any stock dividend, stock split, or share combination of the Corporation or any recapitalization or merger of the Corporation or (ii) as a result of the reincorporation of the Corporation under the laws of another state, including, without limitation, the right to call pursuant to the provisions of the Certificate of Incorporation, of the Corporation (the "Charter"), or Bylaws and as permitted by law, a meeting of its shareholders and at any such meeting of shareholders, annual, general or special, to vote for the transaction of any and all business that may come before such meeting, or at any adjournment thereof, including, without limitation, the right to vote for the sale of all or any part of the assets of the Corporation, the liquidation and dissolution of the Corporation, the merger or consolidation of the Corporation and any amendments to the Charter or Bylaws of the Corporation; giving and granting to said attorney full power and authority to exercise all voting rights with respect to the shares subject to this Voting Proxy, as fully as it might or could do if personally present with full power of substitution, appointment and revocation, hereby ratifying and confirming all that said attorney shall do or cause to be done by virtue hereof. This Voting Proxy is coupled with an interest and shall not be revocable or revoked by the undersigned, and shall be binding upon the undersigned, its representatives, heirs, successors and assigns. This Proxy shall remain in effect until May 21, 2000. Notwithstanding the foregoing, his Voting Proxy will earlier terminate as to a share of stock subject hereto effective upon the sale, assignment, pledge or other transfer of such share to any third party who is not affiliated, directly or indirectly, with TPL. IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy this 28 day of May, 1998. TRANSITION PARTNERS, LIMITED By: /s/ Terrence Schreier ----------------------------------------- Its: Manager ---------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----